UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 2006
STERLING CONSTRUCTION COMPANY, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-31993
(Commission
File Number)
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25-1655321
(IRS Employer Identification
Number) |
20810 Fernbush Lane
Houston, Texas 77073
(Address of principal executive offices)
(281) 821-9091
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision
of the Code of Ethics.
On November 7, 2006, the Board of Directors of Sterling Construction Company, Inc. (the “Company”)
on the recommendation of its Audit Committee, amended the Company’s Code of Business Conduct and
Ethics (the “Code.”) The amendments add to the Code (a) a detailed description of the
previously-established manner in which employees may anonymously report any complaint about fraud,
accounting irregularities, internal controls, audit matters, waste of resources, potentially
illegal activities, inappropriate drug use, sexual harassment or similar issues; (b) a procedure
for the approval, disapproval and recordkeeping relating to non-cash gifts to officers of the
Company in amounts exceeding $100; and (c) an annual requirement that prior to the filing of the
Company’s Annual Report on Form 10-K with the Securities and Exchange Commission each year,
officers reaffirm their adherence to the Code during the past year.
A copy of the Code as amended is posted on the Company’s website, www.sterlingconstructionco.com.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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| Exhibit No. |
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Description |
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Code of Business Conduct and Ethics as amended on November 7, 2006. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Sterling Construction Company, Inc.
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By: |
/s/ Maarten D. Hemsley
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Maarten D. Hemsley |
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Chief Financial Officer |
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Dated: November 13, 2006